Table of Contents
The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell
nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-176914
Subject to Completion. Dated February 15, 2012.
Pricing Supplement to the Prospectus dated September 19, 2011 ,
the Prospectus Supplement dated September 19, 2011 , the General Terms Supplement dated September 19, 2011
and the Product Supplement No. 1065 dated September 19, 2011 — No.
The Goldman Sachs Group, Inc.
Medium-Term Notes, Series D
$
Leveraged Index-Linked Notes due
(Linked to the S&P Homebuilders Select Index)
The notes will not bear interest. The amount that you will be paid on your notes on the stated maturity date (set on the trade date, expected to be the fifth
scheduled business day after the determination date, subject to adjustment) is based on the performance of the S&P Homebuilders Select Index (which we refer to
as the index or underlier) as measured from the trade date to and including the determination date (to be set on the trade date, expected to be between 18 and 21
months after the trade date, subject to adjustment). If the index return (defined below) is negative (the final index level is less than the initial index level),
you would lose a portion of your investment in the notes and may lose your entire investment depending on the performance of the index. Additionally,
the amount you may receive for each $1,000 face amount of your notes at maturity is subject to a maximum settlement amount (set on the trade date
and expected to be between $1,276.00 and $1,324.00).
To determine your payment at maturity, we will first calculate the percentage increase or decrease in the final index level (determined on the determination date,
subject to adjustment) from the initial index level (set on the trade date and may be higher or lower than the actual closing level of the index on the trade date),
which we refer to as the index return. The index return may reflect a positive return (based on any increase in the index level over the life of the notes) or a
negative return (based on any decrease in the index level over the life of the notes). On the stated maturity date, for each $1,000 face amount of your notes:
if the index return is positive (the final index level is greater than the initial index level), you will receive an amount in cash equal to the sum of (i) $1,000
plus (ii) the product of $1,000 times 3.0 times the index return, subject to the maximum settlement amount; or
if the index return is zero or negative (the final index level is less than or equal to the initial index level), you will receive an amount in cash equal to the
sum of (i) $1,000 plus (ii) the product of $1,000 times the index return.
The amount you will be paid on your notes on the stated maturity date will not be affected by the closing level of the index on any day other than the
determination date. You could lose your entire investment in the notes. If the final index level is less than the initial index level, the payment you will
receive, if any, on the stated maturity date will be less than the face amount of your notes, and could potentially be $0. Further, the maximum payment
that you could receive on the stated maturity date with respect to each $1,000 face amount of your notes (the minimum denomination) is limited to the
maximum settlement amount of between $1,276.00 and $1,324.00 (set on the trade date). In addition, the notes will not pay interest, and no other
payments on your notes will be made prior to the stated maturity date.
Because we have provided only a brief summary of the terms of your notes above, you should read the detailed description of the terms of the notes found in
“Summary Information” on page PS-2 in this pricing supplement and the general terms of the notes found in “General Terms of the Underlier-Linked Notes” on
page S-34 of the accompanying product supplement no. 1065 and the description of the underlier and additional terms of the notes in the accompanying general
terms supplement.
Your investment in the notes involves certain risks. In particular, assuming no changes in market conditions or our creditworthiness and other
relevant factors, the value of your notes on the trade date (as determined by reference to pricing models used by Goldman, Sachs & Co. and taking into
account our credit spreads) will, and the price you may receive for your notes may, be significantly less than the original issue price. The value or
quoted price of your notes at any time will reflect many factors and cannot be predicted; however, the price at which Goldman, Sachs & Co. would
initially buy or sell notes (if Goldman, Sachs & Co. makes a market) and the value that Goldman, Sachs & Co. will initially use for account statements
and otherwise will significantly exceed the value of your notes using such pricing models. The amount of the excess will decline on a straight line
basis over the period from the date hereof through August , 2012. We encourage you to read “ Additional Risk Factors Specific to the Underlier-Linked
Notes ” on page S-30 of the accompanying product supplement no. 1065, “Additional Risk Factors Specific to the Notes” on page S-1 of the
accompanying general terms supplement and “Additional Risk Factors Specific to Your Notes” on page PS- 9 of this pricing supplement so that you
may better understand those risks.
Original issue date (settlement date): , 2012 Original issue price: 100.00% of the face amount
Underwriting discount: % of the face amount Net proceeds to the issuer: % of the face amount
The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We may decide to sell additional notes after the date of
this pricing supplement, at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above. The return (whether positive
or negative) on your investment in notes will depend in part on the issue price you pay for such notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this pricing supplement, the accompanying product supplement, the accompanying general terms supplement, the
accompanying prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they
obligations of, or guaranteed by, a bank.
Goldman Sachs may use this pricing supplement in the initial sale of the notes. In addition, Goldman, Sachs & Co. or any other affiliate of Goldman Sachs may
use this pricing supplement in a market-making transaction in a note after its initial sale. Unless Goldman Sachs or its agent informs the purchaser otherwise
in the confirmation of sale, this pricing supplement is being used in a market-making transaction.
“Standard & Poor’s ® ”, “S&P ® ” and “S&P Homebuilders Select Industry Index” are registered trademarks of Standard & Poor’s Financial Services LLC
(“Standard & Poor’s”) and are licensed for use by The Goldman Sachs Group, Inc. and its affiliates. The securities are not sponsored, endorsed, sold or promoted
by Standard & Poor’s and Standard & Poor’s does not make any representation regarding the advisability of investing in the securities.
Goldman, Sachs & Co.
Pricing Supplement dated , 2012.
Table of Contents
SUMMARY INFORMATION
We refer to the notes we are offering by this pricing supplement as the “offered notes” or the “notes”. Each of the offered
notes, including your notes, has the terms described below. Please note that in this pricing supplement, references to “The
Goldman Sachs Group, Inc.”, “we”, “our” and “us” mean only The Goldman Sachs Group, Inc. and do not include its
consolidated subsidiaries. Also, references to the “accompanying prospectus” mean the accompanying prospectus, dated
September 19, 2011, as supplemented by the accompanying prospectus supplement, dated September 19, 2011, of The
Goldman Sachs Group, Inc. relating to the Medium-Term Notes, Series D program of The Goldman Sachs Group, Inc.,
references to the “accompanying general terms supplement” mean the accompanying general terms supplement, dated
September 19, 2011, of The Goldman Sachs Group, Inc. and references to the “accompanying product supplement no. 1065”
mean the accompanying product supplement no. 1065, dated September 19, 2011, of The Goldman Sachs Group, Inc.
This section is meant as a summary and should be read in conjunction with the section entitled “General Terms of the
Underlier-Linked Notes” on page S-34 of the accompanying product supplement no. 1065 and “Supplemental Terms of the
Notes” on page S-12 of the accompanying general terms supplement. Please note that certain features, as noted below,
described in the accompanying product supplement no. 1065 and general terms supplement are not applicable to the notes.
This pricing supplement supersedes any conflicting provisions of the accompanying product supplement no. 1065 or the
accompanying general terms supplement.
Key Terms
Issuer: The Goldman Sachs Group, Inc.
Underlier: the S&P Homebuilders Select Index (Bloomberg symbol, “SPSIHO Index”)
Specified currency: U.S. dollars (“$”)
Terms to be specified in accordance with the accompanying product supplement no. 1065:
type of notes: notes linked to a single underlier
exchange rates: not applicable
averaging dates: not applicable
buffer level: not applicable
redemption right or price dependent redemption right: not applicable
cap level: yes, as described below
interest: not applicable
Face amount: each note will have a face amount of $1,000; $ in the aggregate for all the offered notes; the aggregate face
amount of the offered notes may be increased if the issuer, at its sole option, decides to sell an additional amount of the offered
notes on a date subsequent to the date of this pricing supplement
Purchase at amount other than face amount: the amount we will pay you at the stated maturity date for your notes will not be
adjusted based on the issue price you pay for your notes, so if you acquire notes at a premium (or discount) to face amount and
hold them to the stated maturity date, it could affect your investment in a number of ways. The return on your investment in such
notes will be lower (or higher) than it would have been had you purchased the notes at face amount. Also, the cap level would be
triggered at a lower (or higher) percentage return than indicated below, relative to your initial investment. See “Additional Risk
Factors Specific to Your Notes — If You Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment Will
Be Lower Than the Return on Notes Purchased at Face Amount and the Impact of Certain Key Terms of the Notes Will be
Negatively Affected” on page PS-10 of this pricing supplement
PS-2
Table of Contents
Cash settlement amount (on the stated maturity date): for each $1,000 face amount of your notes, we will pay you on the
stated maturity date an amount in cash equal to:
if the final underlier level is greater than or equal to the cap level, the maximum settlement amount;
if the final underlier level is greater than the initial underlier level but less than the cap level, the sum of (1) $1,000 plus
(2) the product of (i) $1,000 times (ii) the upside participation rate times (iii) the underlier return; or
if the final underlier level is equal to or less than the initial underlier level, the sum of (1) $1,000 plus (2) the product of
(i) $1,000 times (ii) the underlier return
Initial underlier level (to be set on the trade date and may be higher or lower than the actual closing level of the underlier
on the trade date):
Final underlier level: the closing level of the underlier on the determination date, except in the limited circumstances described
under “Supplemental Terms of the Notes — Consequences of a Market Disruption Event or a Non-Trading Day” on page S-17 of
the accompanying general terms supplement and subject to adjustment as provided under “Supplemental Terms of the Notes —
Discontinuance or Modification of an Underlier” on page S-21 of the accompanying general terms supplement
Underlier return: the quotient of (1) the final underlier level minus the initial underlier level divided by (2) the initial underlier
level, expressed as a percentage
Upside participation rate: 300.00%
Cap level (to be set on the trade date): expected to be between 109.20% and 110.80% of the initial underlier level
Maximum settlement amount (to be set on the trade date): expected to be between $1,276.00 and $1,324.00
Trade date:
Original issue date (settlement date) (to be set on the trade date): expected to be the fifth scheduled business day following
the trade date
Determination date (to be set on the trade date): a specified date that is expected to be between 18 and 21 months after the
trade date, subject to adjustment as described under “Supplemental Terms of the Notes — Determination Date” on page S-13 of
the accompanying general terms supplement
Stated maturity date (to be set on the trade date): a specified date that is expected to be the fifth scheduled business day
after the determination date, subject to adjustment as described under “Supplemental Terms of the Notes — Stated Maturity Date”
on page S-12 of the accompanying general terms supplement
No interest: the offered notes will not bear interest
No listing: the offered notes will not be listed on any securities exchange or interdealer quotation system
No redemption: the offered notes will not be subject to redemption right or price dependent redemption right
Closing level: as described under “Supplemental Terms of the Notes — Special Calculation Provisions — Closing Level” on
page S-25 of the accompanying general terms supplement
Business day: as described under “Supplemental Terms of the Notes — Special Calculation Provisions — Business Day” on
page S-24 of the accompanying general terms supplement
Trading day: as described under “Supplemental Terms of the Notes — Special Calculation Provisions — Trading Day” on
page S-25 of the accompanying general terms supplement
Use of proceeds and hedging: as described under “Use of Proceeds and Hedging” on page S-39 of the accompanying product
supplement no. 1065
Supplemental discussion of U.S. federal income tax consequences: you will be obligated pursuant to the terms of the notes
— in the absence of a change in law, an administrative determination or a judicial ruling to the contrary — to characterize each
note for all tax purposes as a pre-paid derivative
PS-3
Table of Contents
contract in respect of the underlier, as described under “Supplemental Discussion of Federal Income Tax Consequences” on
page S-41 of the accompanying product supplement no. 1065
ERISA: as described under “Employee Retirement Income Security Act” on page S-47 of the accompanying product supplement
no. 1065
Supplemental plan of distribution: as described under “Supplemental Plan of Distribution” on page S-48 of the accompanying
product supplement no. 1065; The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding
underwriting discounts and commissions, will be approximately $ .
We expect to deliver the notes against payment therefor in New York, New York on , 2012, which is expected to be the fifth
scheduled business day following the date of this pricing supplement and of the pricing of the notes. Under Rule 15c6-1 of the
Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any
such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to three business days
before delivery will be required, by virtue of the fact that the notes are initially expected to settle in five business days (T + 5), to
specify alternative settlement arrangements to prevent a failed settlement.
Calculation agent: Goldman, Sachs & Co.
CUSIP no.:
ISIN no.:
FDIC : the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency, nor are they obligations of, or guaranteed by, a bank
PS-4
Table of Contents
HYPOTHETICAL EXAMPLES
The following table and chart are provided for purposes of illustration only. They should not be taken as an indication or
prediction of future investment results and are intended merely to illustrate the impact that the various hypothetical underlier levels
on the determination date could have on the cash settlement amount at maturity assuming all other variables remain constant.
The examples below are based on a range of final underlier levels that are entirely hypothetical; no one can predict what the
underlier level will be on any day throughout the life of your notes, and no one can predict what the final underlier level will be on
the determination date. The underlier has been highly volatile in the past — meaning that the underlier level has changed
considerably in relatively short periods — and its performance cannot be predicted for any future period.
The information in the following examples reflects hypothetical rates of return on the offered notes assuming that they are
purchased on the original issue date at the face amount and held to the stated maturity date. If you sell your notes in a secondary
market prior to the stated maturity date, your return will depend upon the market value of your notes at the time of sale, which may
be affected by a number of factors that are not reflected in the table below such as interest rates, the volatility of the underlier and
our creditworthiness. In addition, assuming no changes in market conditions or our creditworthiness and any other relevant
factors, the value of your notes on the trade date (as determined by reference to pricing models used by Goldman, Sachs & Co.
and taking into account our credit spreads) will, and the price you may receive for your notes may, be significantly less than the
issue price. For more information on the value of your notes in the secondary market, see “Additional Risk Factors Specific to the
Underlier-Linked Notes — Assuming No Changes in Market Conditions or any Other Relevant Factors, the Market Value of Your
Notes on the Date of Any Applicable Pricing Supplement (as Determined By Reference to Pricing Models Used By Goldman,
Sachs & Co.) Will, and the Price You May Receive for Your Notes May, Be Significantly Less Than the Issue Price” on page S-30
of the accompanying product supplement no. 1065 and “Additional Risk Factors Specific to Your Notes — Assuming No Changes
in Market Conditions or Any Other Relevant Factors, the Market Value of Your Notes on the Trade Date (as Determined By
Reference to Pricing Models Used by Goldman, Sachs & Co.) Will, and the Price You May Receive for Your Notes May, Be
Significantly Less Than the Issue Price” on page PS-9 of this pricing supplement. The information in the table also reflects the
key terms and assumptions in the box below.
Key Terms and Assumptions
Face amount $1,000
Upside participation rate 300.00%
Cap level 109.20% of the initial underlier level
Maximum settlement amount $1,276.00
Neither a market disruption event nor a non-trading day occurs on the originally scheduled determination date
No change in or affecting any of the underlier stocks or the method by which the underlier sponsor calculates the underlier
Notes purchased on original issue date at the face amount and held to the stated maturity date
Moreover, we have not yet set the initial underlier level that will serve as the baseline for determining the underlier return and the
amount that we will pay on your notes, if any, at maturity. We will not do so until the trade date. As a result, the actual initial
underlier level may differ substantially from the underlier level prior to the trade date and may be higher or lower than the actual
closing level of the underlier on the trade date.
For these reasons, the actual performance of the underlier over the life of your notes, as well as the amount payable at maturity, if
any, may bear little relation to the hypothetical examples shown below or to the historical underlier levels shown elsewhere in this
pricing supplement. For information about the
PS-5
Table of Contents
historical levels of the underlier during recent periods, see “The Underlier — Historical High, Low and Closing Levels of the
Underlier” below. Before investing in the offered notes, you should consult publicly available information to determine the levels
of the underlier between the date of this pricing supplement and the date of your purchase of the offered notes.
Also, the hypothetical examples shown below do not take into account the effects of applicable taxes. Because of the U.S. tax
treatment applicable to your notes, tax liabilities could affect the after-tax rate of return on your notes to a comparatively greater
extent than the after-tax return on the underlier stocks.
The levels in the left column of the table below represent hypothetical final underlier levels and are expressed as percentages of
the initial underlier level. The amounts in the right column represent the hypothetical cash settlement amounts, based on the
corresponding hypothetical final underlier level (expressed as a percentage of the initial underlier level), and are expressed as
percentages of the face amount of a note (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical cash
settlement amount of 100.000% means that the value of the cash payment that we would deliver for each $1,000 of the
outstanding face amount of the offered notes on the stated maturity date would equal 100.000% of the face amount of a note,
based on the corresponding hypothetical final underlier level (expressed as a percentage of the initial underlier level) and the
assumptions noted above.
Hypothetical Final Underlier Level Hypothetical Cash Settlement Amount
(as Percentage of Initial Underlier Level) (as Percentage of Face Amount)
150.000% 127.600%
140.000% 127.600%
130.000% 127.600%
120.000% 127.600%
110.000% 127.600%
109.200% 127.600%
106.000% 118.000%
104.000% 112.000%
102.000% 106.000%
100.000% 100.000%
75.000% 75.000%
50.000% 50.000%
25.000% 25.000%
0.000% 0.000%
If, for example, the final underlier level were determined to be 25.000% of the initial underlier level, the cash settlement amount
that we would deliver on your notes at maturity would be 25.000% of the face amount of your notes, as shown in the table
above. As a result, if you purchased your notes on the original issue date at the face amount and held them to the stated maturity
date, you would lose 75.000% of your investment (if you purchased your notes at a premium to face amount you would lose a
correspondingly higher percentage of your investment). In addition, if the final underlier level were determined to be 150.000% of
the initial underlier level, the cash settlement amount that we would deliver on your notes at maturity would be capped at the
maximum settlement amount (expressed as a percentage of the face amount), or 127.600% of each $1,000 face amount of your
notes, as shown in the table above. As a result, if you held your notes to the stated maturity date, you would not benefit from any
increase in the final underlier level over 109.200% of the initial underlier level.
The following chart also shows a graphical illustration of the hypothetical cash settlement amounts (expressed as a percentage of
the face amount of your notes) that we would pay on your notes on the stated maturity date, if the final underlier level (expressed
as a percentage of the initial underlier level) were any of the hypothetical levels shown on the horizontal axis. The chart shows
that any hypothetical final underlier level (expressed as a percentage of the initial underlier level) of less than 100.000% (the
section left of the 100.000% marker on the horizontal axis) would result in a hypothetical cash settlement amount of less than
100.000% of the face amount of your notes (the section below the 100.000% marker on the vertical axis) and, accordingly, in a
loss of principal to the holder of the notes. The chart also
PS-6
Table of Contents
shows that any hypothetical final underlier level (expressed as a percentage of the initial underlier level) of greater than or equal to
109.200% (the section right of the 109.200% marker on the horizontal axis) would result in a capped return on your investment.
The cash settlement amounts shown above are entirely hypothetical; they are based on market prices for the underlier stocks that
may not be achieved on the determination date and on assumptions that may prove to be erroneous. The actual market value of
your notes on the stated maturity date or at any other time, including any time you may wish to sell your notes, may bear little
relation to the hypothetical cash settlement amounts shown above, and these amounts should not be viewed as an indication of
the financial return on an investment in the offered notes. The hypothetical cash settlement amounts on notes held to the stated
maturity date in the examples above assume you purchased your notes at their face amount and have not been adjusted to reflect
the actual issue price you pay for your notes. The return on your investment (whether positive or negative) in your notes will be
affected by the amount you pay for your notes. If you purchase your notes for a price other than the face amount, the return on
your investment will differ from, and may be significantly lower than, the hypothetical returns suggested by the above examples.
Please read “Additional Risk Factors Specific to the Underlier-Linked Notes — The Market Value of Your Notes May Be
Influenced by Many Unpredictable Factors” on page S-31 of the accompanying product supplement no. 1065.
Payments on the notes are economically equivalent to the amounts that would be paid on a combination of other instruments. For
example, payments on the notes are economically equivalent to a combination of an interest-bearing bond bought by the holder
and one or more options entered into between the holder and us (with one or more implicit option premiums paid over time). The
discussion in this paragraph does not modify or affect the terms of the notes or the U.S. federal income tax treatment of the notes,
as described elsewhere in this pricing supplement.
PS-7
Table of Contents
We cannot predict the actual final underlier level or what the market value of your notes will be on any particular trading day,
nor can we predict the relationship between the underlier level and the market value of your notes at any time prior to the stated
maturity date. The actual amount that you will receive, if any, at maturity and the rate of return on the offered notes will depend
on the actual initial underlier level, cap level and maximum settlement amount we will set on the trade date and the actual final
underlier level determined by the calculation agent as described above. Moreover, the assumptions on which the hypothetical
returns are based may turn out to be inaccurate. Consequently, the amount of cash to be paid in respect of your notes, if any,
on the stated maturity date may be very different from the information reflected in the table and chart above.
PS-8
Table of Contents
ADDITIONAL RISK FACTORS SPECIFIC TO YOUR NOTES
An investment in your notes is subject to the risks described below, as well as the risks described under “Considerations
Relating to Indexed Securities” in the accompanying prospectus dated September 19, 2011, “Additional Risk Factors Specific
to the Notes” in the accompanying general terms supplement, and “Additional Risk Factors Specific to the Underlier-Linked
Notes” in the accompanying product supplement no. 1065. Your notes are a riskier investment than ordinary debt securities.
Also, your notes are not equivalent to investing directly in the underlier stocks, i.e., the stocks comprising the underlier to
which your notes are linked. You should carefully consider whether the offered notes are suited to your particular
circumstances.
Assuming No Changes in Market Conditions or any Other Relevant Factors, the Market Value of Your Notes on the Trade
Date (as Determined By Reference to Pricing Models Used By Goldman, Sachs & Co.) Will, and the Price You May
Receive for Your Notes May, Be Significantly Less Than the Issue Price
The original issue price for your notes, the price at which Goldman, Sachs & Co. would initially buy or sell your notes (if Goldman,
Sachs & Co. makes a market, which it is under no obligation to do) and the value that Goldman, Sachs & Co. will initially use for
account statements and otherwise will significantly exceed the value of your notes using such pricing models. The amount of the
excess will decline on a straight line basis over the period from the date hereof through August , 2012. After August , 2012,
the price at which Goldman, Sachs & Co. would buy or sell notes will reflect the value determined by reference to the pricing
models, plus our customary bid and asked spread.
In addition to the factors discussed above, the value or quoted price of your notes at any time, however, will reflect many factors
and cannot be predicted. If Goldman, Sachs & Co. makes a market in the notes, the price quoted by Goldman, Sachs & Co.
would reflect any changes in market conditions and other relevant factors, including a deterioration in our creditworthiness or
perceived creditworthiness whether measured by our credit ratings or other credit measures. These changes may adversely affect
the market price of your notes, including the price you may receive for your notes in any market making transaction. To the extent
that Goldman, Sachs & Co. makes a market in the notes, it may receive income from the spreads between its bid and offer prices
for the notes, if any. The quoted price (and the value of your notes that Goldman, Sachs & Co. will use for account statements or
otherwise) could be higher or lower than the original issue price, and may be higher or lower than the value of your notes as
determined by reference to pricing models used by Goldman, Sachs & Co.
If at any time a third party dealer quotes a price to purchase your notes or otherwise values your notes, that price may be
significantly different (higher or lower) than any price quoted by Goldman, Sachs & Co. You should read “Additional Risk Factors
Specific to the Underlier-Linked Notes — The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors” on
page S-31 of the accompanying product supplement no. 1065.
Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will
likely reflect a dealer discount.
There is no assurance that Goldman, Sachs & Co. or any other party will be willing to purchase your notes and, in this regard,
Goldman, Sachs & Co. is not obligated to make a market in the notes. See “Additional Risk Factors Specific to the
Underlier-Linked Notes — Your Notes May Not Have an Active Trading Market” on page S-31 of the accompanying product
supplement no. 1065.
You May Lose Your Entire Investment in the Notes
You can lose your entire investment in the notes. The cash payment on your notes, if any, on the stated maturity date will be
based on the performance of the S&P Homebuilders Select Index as measured from the initial underlier level set on the trade date
(which could be higher or lower than the actual closing level of the index on the trade date) to the closing level on the
determination date. If the final underlier level for your notes is less than the initial underlier level, you will have a loss for each
$1,000 of the face amount of your notes equal to the product of the underlier return times $1,000. Thus, you may lose your entire
PS-9
Table of Contents
investment in the notes, which would include any premium to face amount you paid when you purchased the notes.
Also, the market price of your notes prior to the stated maturity date may be significantly lower than the purchase price you pay for
your notes. Consequently, if you sell your notes before the stated maturity date, you may receive far less than the amount of your
investment in the notes.
Your Notes Will Not Bear Interest
You will not receive any interest payments on your notes. As a result, even if the amount payable for your notes on the stated
maturity date exceeds the face amount of your notes, the overall return you earn on your notes may be less than you would have
earned by investing in a non-indexed debt security of comparable maturity that bears interest at a prevailing market rate.
The Potential for the Value of Your Notes to Increase May Be Limited
Your ability to participate in any change in the value of the underlier over the life of your notes will be limited because of the cap
level, which will be set on the trade date and is expected to be between 109.20% and 110.80% of the initial underlier level. The
maximum settlement amount will limit the amount in cash you may receive for each of your notes at maturity, no matter how much
the level of the underlier may rise beyond the cap level over the life of your notes. Accordingly, the amount payable for each of
your notes may be significantly less than it would have been had you invested directly in the underlier.
We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issue Price
At our sole option, we may decide to sell an additional aggregate face amount of the notes subsequent to the date of this pricing
supplement. The issue price of the notes in the subsequent sale may differ substantially (higher or lower) from the issue price
you paid as provided on the cover of this pricing supplement.
If You Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return
on Notes Purchased at Face Amount and the Impact of Certain Key Terms of the Notes Will be Negatively Affected
The cash settlement amount you will be paid for your notes on the stated maturity date will not be adjusted based on the issue
price you pay for the notes. If you purchase notes at a price that differs from the face amount of the notes, then the return on your
investment in such notes held to the stated maturity date will differ from, and may be substantially less than, the return on notes
purchased at face amount. If you purchase your notes at a premium to face amount and hold them to the stated maturity date the
return on your investment in the notes will be lower than it would have been had you purchased the notes at face amount or a
discount to face amount. In addition, the impact of the cap level on the return on your investment will depend upon the price you
pay for your notes relative to face amount. For example, if you purchase your notes at a premium to face amount, the cap level
will only permit a lower percentage increase in your investment in the notes than would have been the case for notes purchased at
face amount or a discount to face amount.
The Performance of the Underlier Is Likely To Differ from the Performance of the S&P Total Market Index
Although the underlier consists of companies drawn from the universe of companies included in the S&P Total Market Index, the
companies comprising the underlier represent only certain sub-indices as further described below. As a result, the performance
of the underlier is likely to differ from the performance of the S&P Total Market Index because the composition and weighting of
the underlier differs markedly from the composition and weighting of the S&P Total Market Index. As a result, the return on the
notes will not be the same as a debt security with a payment at maturity based on the performance of the S&P Total Market Index.
S&P May Adjust the Underlier in a Way That Affects Its Level, and S&P Has No Obligation to Consider Your Interests
Standard & Poor’s is responsible for calculating and maintaining the underlier and the S&P Total Market Index from which the
underlier is derived. S&P can add, delete or substitute the stocks comprising the underlier or the S&P Total Market Index or make
other methodological changes that could change the level of the underlier. Any such additions, deletions, substitutions or other
methodological changes with
PS-10
Table of Contents
respect to the underlier or the S&P Total Market Index could affect the level of the underlier. You should realize that the underlier
may be affected by changing the companies included in it, because a newly added company may perform significantly better or
worse than the company or companies it replaces. Additionally, S&P may alter, discontinue or suspend calculation or
dissemination of the underlier or the S&P Total Market Index. Any of these actions could adversely affect the value of the
notes. S&P has no obligation to consider your interests in calculating or revising the underlier or the S&P Total Market
Index. See “The Underlier” below.
The Underlier Is Concentrated in the Homebuilders Sector and Related Sub-Industries
All or substantially all of the stocks that are included in the underlier are issued by companies whose primary line of
business is directly associated with the homebuilding sector or the related sub-industries of building products, home furnishings,
home improvement retail, home furnishing retail and household appliances. Because the value of the notes is based on the
performance of the underlier, an investment in these notes will be concentrated in the homebuilding sector and the related
sub-industries. Companies engaged in homebuilding and the related sub-industries can be affected by the national, regional and
local real estate markets. The homebuilding industry is also sensitive to interest rate fluctuations, which can cause changes in the
availability of mortgage capital and directly affect the purchasing power of potential homebuyers. Adverse effects on the
purchasing power of potential homebuyers may also have an adverse affect on the related sub-industries represented in the
underlier. The homebuilding industry and its related sub-industries can be significantly affected by changes in government
spending, the enactment of adverse legislation affecting the real estate and homebuilding industries, adverse regulatory activities
affecting the real estate and homebuilding industries, consumer confidence, demographic patterns and the level of new and
existing home sales. Moreover, as a result of recent market conditions, many homebuilding companies and companies in related
sub-industries included in the underlier have suffered substantial losses and precipitous declines in the value of their securities.
As a result, the value of the notes may be subject to greater volatility and may be more adversely affected by a single economic,
political or regulatory occurrence affecting the homebuilding industry or one of the related sub-industries included in the underlier
than a different investment linked to securities of a more broadly diversified group of companies.
The Companies Included in the Underlier May Not Be in the Homebuilding Industry
In addition to stocks issued by companies in the homebuilding industry (including building products), the underlier contains stocks
from companies in supplementary sub-indices, including home furnishings, home improvement retail, home furnishing retail and
household appliances. The retail home furnishing, home improvement and household appliances sub-industries and, to some
extent, the home furnishing sub-industry, are particularly sensitive to consumer confidence, economic conditions, and access to
consumer credit. In addition, retail sub-industries may be affected by adverse developments in unrelated sectors, such as
commercial real estate, which may affect retail operations and profitability. As a result, the price of the underlier may decline in
value even if the homebuilding industry experiences strong growth.
Your Notes May Be Subject to an Adverse Change in Tax Treatment in the Future
The Internal Revenue Service announced on December 7, 2007 that it is considering issuing guidance regarding the proper U.S.
federal income tax treatment of an instrument such as your notes that are currently characterized as pre-paid derivative contracts,
and any such guidance could adversely affect the tax treatment and the value of your notes. Among other things, the Internal
Revenue Service may decide to require the holders to accrue ordinary income on a current basis and recognize ordinary income
on payment at maturity, and could subject non-U.S. investors to withholding tax. Furthermore, in 2007, legislation was
introduced in Congress that, if enacted, would have required holders that acquired instruments such as your notes after the bill
was enacted to accrue interest income over the term of such notes even though there may be no interest payments over the term
of such notes. It is not possible to predict whether a similar or identical bill will be enacted in the future, or whether any such bill
would affect the tax treatment of such notes. We describe these developments in more detail under “Supplemental Discussion of
Federal Income Tax Consequences” on page S-41 of the accompanying product supplement no. 1065. You should consult your
own tax adviser about this matter. Except to the extent
PS-11
Table of Contents
otherwise provided by law, The Goldman Sachs Group, Inc. intends to continue treating the notes for U.S. federal income tax
purposes in accordance with the treatment described under “Supplemental Discussion of Federal Income Tax Consequences” on
page S-41 of the accompanying product supplement no. 1065 unless and until such time as Congress, the Treasury Department
or the Internal Revenue Service determine that some other treatment is more appropriate.
PS-12
Table of Contents
THE UNDERLIER
We have derived all information contained in this pricing supplement regarding the S&P Homebuilders Select Industry Index,
which we refer to as the “underlier,” including, without limitation, the make-up, method of calculation and changes in the stocks
comprising the underlier, from publicly available information. This information reflects the policies of, and is subject to change by,
S&P. We have not independently verified the information derived from these public sources, and we make no representation or
warranty as to the accuracy of such information.
The S&P Homebuilders Select Industry Index
The S&P Homebuilders Select Industry Index is managed by S&P and is an equal-weighted index that is designed to measure the
performance of the homebuilding sub-industry portion of the S&P Total Market Index, a benchmark index that measures the
performance of the U.S. equity market. The underlier is one of the 25 sub-industry sector indexes S&P maintains that are derived
from a portion of the stocks comprising the S&P Total Market Index. An equal weight index is one where every stock has the
same weight in the index. As such, the underlier must be rebalanced from time to time to re-establish the proper weighting.
Eligibility for Inclusion in the Underlier
Selection for the underlier is based on a company’s GICS ® classification, as well as liquidity and market capitalization
requirements. In addition, only U.S. companies are eligible for inclusion in the underlier. GICS ® classifications are determined
by S&P using criteria it has selected or developed. Index and classification system sponsors may use very different standards for
determining sector designations. In addition, many companies operate in a number of sectors, but are listed only in one
sector. As a result, sector comparisons between indices with different sponsors may reflect differences in methodology as well as
actual differences in the sector composition of the indices.
To be eligible for inclusion in the underlier, stocks must be in the S&P Total Market Index and satisfy one of the two following
combined size and liquidity criteria: (1) float-adjusted market capitalization above $500 million and float-adjusted liquidity ratio
above 90%, or (2) float-adjusted market capitalization above $400 million and float-adjusted liquidity ratio above 150%. The
float-adjusted liquidity ratio is defined as the dollar value traded over the previous 12 months divided by the float-adjusted market
capitalization as of the underlier’s rebalancing reference date.
All companies in the related GICS ® sub-industry satisfying the above requirements are included in the underlier and the total
number of companies in the underlier should be at least 35. If there are fewer than 35 companies, then companies from a
supplementary list of sub-industries that meet the market capitalization and liquidity thresholds described above are added
sequentially in order of float-adjusted market capitalization. If there are still fewer than 35 companies in the underlier, the market
capitalization requirements may be relaxed to reach 22 companies.
Liquidity. The length of time to evaluate liquidity is reduced to the available trading period for companies that recently
became public or companies that were spun-off from other companies, the stocks of which therefore do not have 12 months of
trading history.
Current Composition of the Underlier
The underlier is comprised of the stocks of 33 companies. Currently, seven of the companies have a homebuilding sub-industry
GICS ® classification, which includes residential construction companies, manufacturers of prefabricated houses and semi-fixed
manufactured homes. Companies having supplementary sub-industry GICS ® classifications are also currently included in the
underlier and include manufacturers of building products, such as a variety of building materials and home heating and cooling
systems, manufacturers of home furnishings, including floor coverings, mattresses and box springs, owners and operators of
home improvement retail stores, including stores that sell paint, wall coverings, building materials, tools and a variety of other
home improvement products, and the owners and operators of home furnishing retail stores, which include furniture and appliance
leasing and sale companies, and sellers of linens, kitchen furnishings and other housewares.
PS-13
Table of Contents
As of February 13, 2012, the sub-industries had the following weights in the underlier:
GICS ® Sub-Industry
Classification Dollar weight (%)
Building Products 24.69
Home Furnishings 13.73
Home Improvement Retail 9.11
Homebuilding 28.19
Homefurnishing Retail 17.15
Household Appliances 7.13
Total: 100.00
As of February 13, 2012, the stocks of the following companies were the ten largest companies (by percentage weight) in the
underlier:
S&P Homebuilders Select Industry Index
Top Ten Holdings
Underlier Stock Issuer: Percentage (%)
Whirlpool Corp. 4.78
PulteGroup Inc. 4.73
Select Comfort Corp. 4.69
Masco Corp. 4.60
Tempur-Pedic International Inc. 4.59
MDC Holdings Inc. 4.17
Pier 1 Imports Inc. 4.10
Owens Corning Inc. 4.09
Lennar Corp. 4.04
Mohawk Industries Inc. 3.90
Total: 43.69%
As of February 13, 2012, the following companies were included in the underlier:
Companies Included in the Underlier
Aaron’s Inc.
A.O. Smith Corp.
Armstrong World Industries Inc.
Bed Bath & Beyond Inc.
DR Horton Inc.
Ethan Allen Interiors Inc.
Griffon Corp.
Helen of Troy Ltd
Home Depot Inc.
iRobot Corp.
La-Z-Boy Inc.
Leggett & Platt Inc.
PS-14
Table of Contents
Lennar Corp.
Lennox International Inc.
Lowe’s Companies Inc.
Lumber Liquidators Holdings Inc.
Masco Corp.
MDC Holdings Inc.
Mohawk Industries Inc.
NVR Inc.
Owens Corning Inc.
Pier 1 Imports Inc.
PulteGroup Inc.
Quanex Building Products Corp.
Ryland Group Inc.
Select Comfort Corp.
Simpson Manufacturing Co. Inc.
Tempur-Pedic International Inc.
Toll Brothers Inc.
Universal Forest Products Inc.
USG Corp.
Whirlpool Corp.
Williams-Sonoma Inc.
Calculation of the Underlier
The underlier is calculated as the index market value divided by the divisor. In an equal weighted index like the underlier, the
market capitalization of each stock used in the calculation of the index market value is redefined so that each stock has an equal
weight in the underlier on each rebalancing date. The adjusted market capitalization for each stock in the underlier is calculated
as the product of the stock price, the number of shares outstanding, the stock’s float factor (IWF) and the adjustment factor.
A stock’s float factor refers to the number of shares outstanding that are not closely held shares. S&P indices exclude closely
held shares from the underlier calculation because such shares are not available to investors. For each stock, S&P calculates an
Investable Weight Factor (IWF) which is the percentage of total shares outstanding that are included in the underlier calculation.
The adjustment factor for each stock is assigned at each rebalancing date and is calculated by dividing a specific constant set for
the purpose of deriving the adjustment factor (often referred to as modified index shares) by the number of stocks in the underlier
multiplied by the float adjusted market value of such stock on such rebalancing date.
Adjustments are also made to ensure that there are no stocks whose weight in the underlier is more than can be traded in a single
day for a $500 million portfolio. A maximum basket liquidity weight for each stock in the underlier is calculated using the ratio of
its three-month average daily value traded to $500 million. Each stock’s weight in the underlier is then compared to its maximum
basket liquidity rate and is set to the lesser of (1) its maximum basket liquidity weight or (2) its initial equal weight. All excess
weight is redistributed across the underelier to the uncapped stocks. If necessary, a final adjustment is made to ensure that no
stock in the underlier has a weight greater than 4.5%. No further adjustments are made even if the latter step forces the weight of
those stocks limited to their maximum basket liquidity weight to exceed that weight. If the underlier contains exactly 22
companies as of the rebalancing effective date, the underlier will be equally weighted without basket liquidity constraints.
The underlier is calculated by using the divisor methodology used in all S&P’s equity indices. The initial divisor was set to have a
base value of 1,000 on December 17, 1999. The underlier value is the underlier market value divided by the underlier divisor. In
order to maintain underlier series continuity, it is also necessary to adjust the divisor at each rebalancing. Therefore, the divisor
(after rebalancing) equals the underlier market value (after rebalancing) divided by underlier value before rebalancing. By itself,
the
PS-15
Table of Contents
divisor is an arbitrary number. However, in the context of the calculation of underlier, it keeps the underlier comparable over time
and is one manipulation point for adjustments to the underlier, which we refer to as maintenance of the underlier.
Maintenance of the Underlier
The composition of the underlier is reviewed quarterly. Rebalancing occurs after the closing of the relevant U.S. trading markets
on the third Friday of the month ending that fiscal quarter. The reference date for additions and deletions is the last trading day of
the previous month. Existing companies in the underlier are removed at the quarterly rebalancing if either their float-adjusted
capitalization falls below $300 million or their float-adjusted liquidity ratio falls below 50%. Additional companies typically are not
added between rebalancing dates. However, a company will be deleted from the underlier if the S&P Total Market Index deletes
that company. If a company deletion causes the number of companies in the underlier to fall below 22, an addition will be made
to the underlier. The newly added company will be added to the underlier at the weight of the deleted company. If the stock was
deleted at $0.00, the newly added stock will be added at the deleted stock’s previous day’s closing value (or the most immediate
prior business day that the deleted stock was not valued at $0.00) and an adjustment to the divisor will be made. At the next
rebalancing, the underlier will be rebalanced based on the eligibility requirements and equal-weight methodology discussed
above. In the case of GICS ® changes, where a company does not belong to the homebuilding sub-industry or another qualifying
sub-industry after the classification change, it is removed from the underlier on the next rebalancing date. In the case of a spin-off
that is treated as a deletion or addition in the S&P Total Market Index, no weight adjustment is made to the underlier and price
adjustments follow the announced S&P Total Market Index action. The number of index shares is adjusted so that the company’s
weight remains the same as its weight before the spin-off.
Adjustments are made to the underlier in the event of certain corporate actions relating to the stocks included in the underlier,
including spin-offs, mergers, rights offerings, stock splits and special dividends as specified below.
The table below summarizes the types of underlier maintenance adjustments:
Divisor
Adjustment Adjustment
Type of Corporate Action Factor Required
Other Spin-Off No weight No
change. Price is
adjusted to equal
(i) price of parent
company minus
(ii) price of
spin-off company
divided by the
share exchange
ratio.
Index shares
adjusted so that
the company’s
weight remains
the same as its
weight before the
spin-off.
Rights Offering Price is adjusted No
to equal (i) price
of parent
company minus
(ii) price of rights
PS-16
Table of Contents
Divisor
Adjustment Adjustment
Type of Corporate Action Factor Required
subscription
divided by the
rights ratio.
Stock split (e.g., 2-for-1), stock dividend or reverse stock split Index shares No
multiplied by split
factor (i.e., 2);
stock price
divided by split
factor (i.e., 2)
Share issuance or repurchase, equity offering or warrant conversion None No
Special dividends Price is adjusted Yes
to equal pre-ex
date stock price
minus the special
dividend amount
Unscheduled Market Closures
In situations where an exchange is forced to close early due to unforeseen events, such as computer or electric power failures,
weather conditions or other events, S&P will calculate the closing price of the stocks in the underlier based on (1) the closing
prices published by the exchange, or (2) if no closing price is available, the last regular trade reported before the exchange
closed. In all cases, the prices will be from the primary exchange for each stock in the underlier. If an exchange for a stock fails to
open due to unforeseen circumstances, S&P will use the prior day’s closing prices for such stock. If all exchanges fail to open,
S&P may determine not to publish the underlier for that day.
Additional information regarding the underlier and the S&P Total Market Index is available on the website
http://standardandpoors.com, which we refer to as the “website”. We are not incorporating by reference the website or any
material located on the website or that is accessible by accessing the website into this pricing supplement.
Historical High, Low and Closing Levels of the Underlier
The closing level of the underlier has fluctuated in the past and may, in the future, experience significant fluctuations. Any
historical upward or downward trend in the closing level of the underlier during any period shown below is not an indication that
the underlier is more or less likely to increase or decrease at any time during the life of your notes.
You should not take the historical levels of the underlier as an indication of the future performance of the underlier. We
cannot give you any assurance that the future performance of the underlier or the underlier stocks will result in your receiving an
amount greater than the outstanding face amount of your notes on the stated maturity date. In light of the increased volatility
currently being experienced by the financial services sector and U.S. and global securities markets, and recent market declines, it
may be substantially more likely that you could lose all or a substantial portion of your investment in the notes. During the period
from January 2, 2009 through February 14, 2012, there were 344 21-month periods, the first of which began on January 2, 2009
and the last of which ended on February 14, 2012. In 57 of such 344 21-month periods the closing level of the underlier on the
final date of such period has fallen below 100.00% of the closing level of the underlier on the initial date of such
PS-17
Table of Contents
period. Therefore, during approximately 16.57% of such 21-month periods, if you had owned notes with terms similar to these
notes, you may have received less than the face amount of such notes at maturity. (We calculated these figures using fixed
21-month periods and did not take into account holidays or non-business days.)
Neither we nor any of our affiliates make any representation to you as to the performance of the underlier. The actual
performance of the underlier over the life of the offered notes, as well as the amount payable at maturity, may bear little relation to
the historical levels shown below.
The table below shows the high, low and final closing levels of the underlier for each of the four calendar quarters in 2009, 2010
and 2011 and the first calendar quarter of 2012 (through February 14, 2012). We obtained the closing levels listed in the table
below from Bloomberg Financial Services, without independent verification.
Quarterly High, Low and Closing Levels of the Underlier
High Low Close
2009
Quarter ended March 31 1,311.41 817.43 1,061.65
Quarter ended June 30 1,399.88 1,082.17 1,169.73
Quarter ended September 30 1,638.60 1,062.16 1,490.42
Quarter ended December 31 1,556.73 1,371.28 1,498.80
2010
Quarter ended March 31 1,688.73 1,484.70 1,668.92
Quarter ended June 30 1,953.03 1,437.52 1,437.52
Quarter ended September 30 1,578.23 1,378.93 1,567.86
Quarter ended December 31 1,772.79 1,525.14 1,747.09
2011
Quarter ended March 31 1,877.72 1,740.59 1,829.27
Quarter ended June 30 1,912.28 1,713.14 1,813.36
Quarter ended September 30 1,857.40 1,317.66 1,334.04
Quarter ended December 31 1,734.73 1,258.78 1,715.24
2012
Quarter ending March 31 (through February 14, 2012) 2,043.23 1,743.71 2,018.59
License Agreement
“Standard & Poor’s ® ”, “S&P ® ” and “S&P Homebuilders Select Industry Index” are registered trademarks of Standard & Poor’s
Financial Services LLC (“Standard & Poor’s”) and are licensed for use by The Goldman Sachs Group, Inc. and its affiliates. The
securities are not sponsored, endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s does not make any
representation regarding the advisability of investing in the securities.
Neither Standard & Poor’s nor its third party licensors make any representation or warranty, express or implied, to the owners of
the securities or any member of the public regarding the advisability of investing in securities generally or in the securities
particularly or the ability of S&P Homebuilders Select Industry Index (the “Index(es)”) to track general market
performance. Standard & Poor’s and its third party licensor’s only relationship to The Goldman Sachs Group, Inc. (“Goldman”) is
the licensing of certain trademarks and trade names of Standard & Poor’s and/or its third party licensor’s and of the Index(es),
which Index(es) are determined, composed and calculated by Standard & Poor’s without regard to Goldman or the
securities. Standard & Poor’s and its third party licensor’s have no obligation to take the needs of Goldman or the owners of the
securities into consideration in determining, composing or calculating the Index(es). Neither Standard & Poor’s nor its third party
licensor’s are responsible for and have not participated in the determination of the prices and amount of the securities or the
timing of, the issuance or sale of the securities or in the determination or calculation of the equation by which the securities are to
be converted into cash. Standard & Poor’s has no obligation or liability in connection with the administration, marketing or trading
of the securities.
NEITHER STANDARD & POOR’S, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE
ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE INDEX(ES) OR ANY DATA INCLUDED THEREIN OR
ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING
ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. STANDARD & POOR’S, ITS AFFILIATES AND THEIR
THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS,
OR DELAYS THEREIN. STANDARD & POOR’S MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY
DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE MARKS, THE INDEX(ES) OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT WHATSOEVER SHALL STANDARD & POOR’S, ITS AFFILIATES OR THEIR THIRD PARTY
LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES
INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY
OR OTHERWISE.
PS-18
Table of Contents
We have not authorized anyone to provide any information or to make any
representations other than those contained or incorporated by reference in
this pricing supplement, the accompanying product supplement, the
accompanying general terms supplement, the accompanying prospectus
supplement or the accompanying prospectus. We take no responsibility for,
and can provide no assurance as to the reliability of, any other information
that others may give you. This pricing supplement, the accompanying
product supplement, the accompanying general terms supplement, the
accompanying prospectus supplement and the accompanying prospectus is
an offer to sell only the notes offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so. The information contained in
this pricing supplement, the accompanying product supplement, the $
accompanying general terms supplement, the accompanying prospectus
supplement and the accompanying prospectus is current only as of the
respective dates of such documents.
The Goldman Sachs Group, Inc.
TABLE OF CONTEN TS
Pricing Supplement
Leveraged Index-Linked Notes due
(Linked to the S&P Homebuilders Select Index)
Medium-Term Notes, Series D
___________________
___________________
Goldman, Sachs & Co.
Page
Summary Information
PS-2
Hypothetical Examples
PS-5
Additional Risk Factors Specific to Your Notes
PS-9
The Underlier
PS-13
Product Supplement No. 1065 dated September 19, 2011
Summary Information
S-1
Hypothetical Returns on the Underlier-Linked Notes
S-10
Additional Risk Factors Specific to the Underlier-Linked Notes
S-30
General Terms of the Underlier-Linked Notes
S-34
Use of Proceeds and Hedging
S-39
Supplemental Discussion of Federal Income Tax Consequences
S-41
Employee Retirement Income Security Act
S-47
Supplemental Plan of Distribution
S-48
General Terms Supplement dated September 19, 2011
Additional Risk Factors Specific to the Notes
S-1
Supplemental Terms of the Notes
S-12
The Underliers
S-30
Licenses
S-31
S&P 500 ® Index
S-31
MSCI Indices
S-35
Hang Seng China Enterprises Index
S-43
Russell 2000 ® Index
S-47
FTSE ® 100 Index
S-52
Euro STOXX 50 ® Index
S-56
TOPIX
S-60
The iShares ® MSCI Emerging Markets Index Fund
S-65
Prospectus Supplement dated September 19, 2011
Use of Proceeds
S-2
Description of Notes We May Offer
S-3
United States Taxation
S-25
Employee Retirement Income Security Act
S-26
Supplemental Plan of Distribution
S-27
Validity of the Notes
S-28
Prospectus dated September 19, 2011
Available Information
2
Prospectus Summary
4
Use of Proceeds
8
Description of Debt Securities We May Offer
9
Description of Warrants We May Offer
33
Description of Purchase Contracts We May Offer
48
Description of Units We May Offer
53
Description of Preferred Stock We May Offer
58
The Issuer Trusts
65
Description of Capital Securities and Related Instruments
67
Description of Capital Stock of The Goldman Sachs Group, Inc.
88
Legal Ownership and Book-Entry Issuance
92
Considerations Relating to Floating Rate Debt Securities
97
Considerations Relating to Securities Issued in Bearer Form
98
Considerations Relating to Indexed Securities
102
Considerations Relating to Securities Denominated or Payable in or Linked to a
Non-U.S. Dollar Currency 105
Considerations Relating to Capital Securities
108
United States Taxation
112
Plan of Distribution
135
Conflicts of Interest
137
Employee Retirement Income Security Act
138
Validity of the Securities
139
Experts
139
Review of Unaudited Condensed Consolidated Financial Statements by
Independent Registered Public Accounting Firm 139
Cautionary Statement Pursuant to the Private Securities Litigation Reform Act
of 1995 140